Notice of Breaches of Representations and Warranties. (i) Seller shall promptly notify Buyer in writing of any changed condition, receipt of notice or documentation, or acquired knowledge, which would materially alter any representation or warranty of Seller contained herein of which Seller becomes aware (any such changed condition, received notice or documentation or acquired knowledge being defined as a “Changed Condition”). Subject to clause (ii) below with respect to any Changed Condition that results from Seller’s negligent or intentional acts or omissions, within five (5) Business Days after notification in writing by Seller to Buyer of any such Changed Condition, Seller, at Seller’s own option and expense, may elect by written notice to Buyer to remedy the Changed Condition such that Seller’s representations are accurate, and the Closing Date may be extended for up to ten (10) days after the scheduled Closing Date in order for Seller to effectuate such remedy. If Seller does not elect to effectuate such remedy so as to cause Seller’s representations to be accurate, or if Seller so elects but then fails to complete such remedy within such ten (10) day period, then Buyer may elect, by written notice to Seller given at any time thereafter, to terminate this Agree ment, in which event (1) neither Buyer nor Seller shall have any further obligation under this Agreement, except for the obligations which expressly survive the termination of this Agreement, and (2) the Deposit with interest accrued thereon shall be returned to Buyer. If, notwithstanding Seller’s election not to effectuate such remedy, Buyer elects to consummate the purchase of the Property, Seller shall not be liable to Buyer as a result of any inaccuracy in any representation or warranty of Seller contained herein that results from such Changed Condition.
Notice of Breaches of Representations and Warranties. Buyer shall, and shall cause SBG to, promptly notify Seller in writing of any inaccuracy in any representation, warranty, agreement or covenant made by Seller in this Agreement of which Buyer or SBG have knowledge.
Notice of Breaches of Representations and Warranties. Seller shall immediately notify HMC and Buyer in writing of any claim, action or proceeding involving the actual or alleged breach of any of the representations and warranties of Seller set forth in Article IV or elsewhere in this Agreement and provide whatever information, documents and other cooperation may be reasonably requested by HMC or Buyer; provided, that such notice shall not relieve Seller of any of its indemnification obligations set forth in this Agreement.
Notice of Breaches of Representations and Warranties. (a) As of the date hereof, the Investor has no Knowledge of any inaccuracy of any representation or warranty of Parent or HNS contained in this Contribution Agreement that is sufficient to allow the Investor to bring a claim for indemnification against Parent pursuant to SECTION 9.2(A) hereof following Closing (without taking into account the Basket Amount). For purposes of this Section, "KNOWLEDGE" of the Investor means the actual knowledge of Xxxxxx Xxxxxx, Xxxxx Xxxxx and Xxxxxxx Xxxxx. Nothing set forth in this Section shall limit or otherwise affect the ability of any Newco Indemnified Person to seek indemnification pursuant to SECTION 9.2(A) hereof unless Parent can demonstrate that, based on information provided by HNS or Parent to the Investor, the Investor had Knowledge as of the date hereof that such representation and warranty was not true and correct.
Notice of Breaches of Representations and Warranties. (a) Following the execution of this Agreement and prior to Closing, Buyer shall promptly (and in any event prior to the earlier of five (5) Business Days following discovery or the Closing Date) notify Sellers of any matter of which any member of the Buyer Knowledge Group has actual knowledge that, to the actual knowledge of such member of the Buyer Knowledge Group, constitutes a breach of any representation or warranty of Sellers or Crude JV contained in Article III or Article IV, respectively; provided, however, any such notification will not affect the rights or obligations of Buyer, Sellers or Crude JV under this Agreement and the failure to provide such notification will not affect any rights of Buyer or obligations of Sellers or Crude JV under this Agreement or any other Transaction Document except as contemplated by Section 10.1.
Notice of Breaches of Representations and Warranties. The Borrower shall promptly (in the case of Section 4.01(aa), not more than two (2) Business Days after a Responsible Officer of the Borrower receives notice or obtains knowledge thereof) notify the Administrative Agent, the Collateral Custodian and the Initial Lender if any representation or warranty set forth in Section 4.01 or 4.02 was materially incorrect at the time it was given or deemed to have been given and at the same time deliver to the Collateral Custodian, the Administrative Agent and the Initial Lender a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Collateral Custodian, the Administrative Agent and the Initial Lender in the manner set forth in the preceding sentence with respect to any representation or warranty that a Portfolio Asset is an Eligible Portfolio Asset on or before the related date of determination of any facts or circumstances within the knowledge of a Responsible Officer of the Borrower which would render any of the said representations and warranties untrue at the date when such representations and warranties were made or deemed to have been made.
Notice of Breaches of Representations and Warranties. Following the execution of this Agreement and prior to Closing, Regency and Merger Sub shall promptly (and in any event prior to the earlier of five (5) Business Days following discovery or the Closing Date) notify Member of any matter of which any Officers of the Managing General Partner has actual knowledge that, to the actual knowledge of such officer, constitutes a breach of any representation or warranty of Member or any Nexus Company contained in Article III or Article IV; provided, however, any such notification will not affect the rights or obligations of Member, any Nexus Company, Regency, or Merger Sub, under this Agreement and the failure to provide such notification will not affect any rights of any Regency Indemnitee or any obligations of Member or any Nexus Company under this Agreement or any other Transaction Document except as contemplated by Section 9.1(b).
Notice of Breaches of Representations and Warranties. Following the execution of this Agreement and prior to Closing, Buyer and Partnership shall promptly (and in any event prior to the earlier of three (3) Business Days following discovery or the Closing Date) notify Seller of any matter of which any Officer of the Managing General Partner has actual knowledge that, to the actual knowledge of such officer, constitutes a breach of any representation or warranty of Seller contained in Article III; provided, however, any such notification will not affect the rights or obligations of the Partnership, Buyer or Seller under this Agreement and the failure to provide such notification will not affect any rights of any Buyer Indemnitee or any obligations of Seller under this Agreement.
Notice of Breaches of Representations and Warranties under this Agreement. The Borrower shall, upon receipt of notice or discovery thereof, promptly notify the Administrative Agent (with a copy to the Collateral Agent and each Lender Agent) if any representation or warranty set forth in Section 4.01 or Section 4.02 was incorrect at the time it was given or deemed to have been given and at the same time deliver to the Administrative Agent (with a copy to the Collateral Agent and each Lender Agent) a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent (with a copy to the Collateral Agent and each Lender Agent) in the manner set forth in the preceding sentence before any Cut-Off Date of any facts or circumstances within the knowledge of the Borrower which would render any of the said representations and warranties untrue at the date when such representations and warranties were made or deemed to have been made.
